Delayed Transfers. If and to the extent that the valid, complete and perfected transfer or assignment to a Party’s Group of any Asset or assumption by a Party’s Group of any Liability in connection with the Separation or the Distributions would be a violation of applicable Law or require any Approval or Notification that has not been obtained or made by the applicable Effective Time then, unless the applicable Parties shall otherwise mutually determine, the transfer or assignment to the applicable Group of such Assets or the assumption by the applicable Group of such Liabilities, as the case may be, shall be automatically deemed deferred and any such purported transfer, assignment or assumption shall be null and void until such time as all legal impediments are removed or such Approval or Notification has been obtained or made. Notwithstanding the foregoing, any such Assets or Liabilities shall continue to constitute Assets of the applicable Party to which such Assets were to be transferred or assigned, or Liabilities of the applicable Party by which such Liabilities were to be assumed, respectively, for all other purposes of this Agreement.
Delayed Transfers. Notwithstanding the foregoing, the Parties may agree to delay any transfer contemplated by this Section 5.02 to be effective as of a date coincident with or as soon as practicable following the transfer of a Spinco Delayed Transferred Employee to a member of the Spinco Group or a Delayed Asset, with the references to “Distribution Date” in this Section 5.02 to be the effective date as agreed by the Parties.
Delayed Transfers. If any consent with respect to the assignment, transfer or bifurcation of any contract, agreement, lease or other instrument included in the Contributed Assets or the Assumed Liabilities is required in connection with the transfer to the Company hereby but has not been obtained on or prior to the date hereof and Seller is unable (by sublease or otherwise) to transfer the legal benefits and burdens thereof to the Company, such contract, assignment, lease or instrument (each a "DELAYED ASSET") shall not be transferred as a Contributed Asset hereunder and any related liability (each a "DELAYED LIABILITY") shall not be assumed by the Company, unless and until such required consent has been obtained or Seller is otherwise able to effect transfer thereof to the Company without breach. Notwithstanding the foregoing, if such a required consent to transfer is not obtained, or a transfer called for hereunder cannot be completed for any other reason, Seller and the Company will cooperate to attempt to provide to the Company the benefits of any such Delayed Assets; PROVIDED, HOWEVER, that pending transfer as provided herein, the Company shall assume, pay and perform (and indemnify and hold Seller harmless from and against) all obligations and liabilities related to such Delayed Asset or Delayed Liability and shall promptly reimburse Seller for all of its actual costs and expenses in connection with any such arrangement. At such time and on each occasion after the date hereof that transfer of a Delayed Asset or Delayed Liability can be completed, such Delayed Asset or Delayed Liability shall forthwith automatically be transferred and assigned to and assumed by the Company hereunder.
Delayed Transfers. To the extent that any required consent with respect to the assignment, transfer or bifurcation of a contract, agreement, lease or other instrument included in the Casa Bonixx Xxxets or the JB's Assets has not been obtained on or prior to the Effective Time and the transferor is unable (by sublease or otherwise) to transfer the legal benefit thereof to the transferee, such contract, agreement, lease or instrument (a "Delayed Asset") shall not be transferred and any related liability (a "Delayed Liability") shall not be assumed by the transferee as an Assumed Liability hereunder, unless and until such required consent has been obtained or the transferor is otherwise able to transfer the legal benefit thereof. Notwithstanding the foregoing, if such required consent to transfer is not obtained, CKE shall cause Casa Bonixx xx use its best efforts to attempt to provide to Summit the benefits of any such Delayed Assets which are Casa Bonixx Xxxets and Star shall cause Summit to use its best efforts to attempt to provide to JB's the benefits of any such Delayed Assets which are JB's Assets. At such time and on each occasion after the Effective Time that a required consent shall be obtained with respect to a Delayed Asset, such Delayed Asset shall forthwith be deemed transferred and assigned as contemplated hereunder, and all related Delayed Liabilities shall be simultaneously assumed by the transferee hereunder, whereupon (i) such delayed asset shall constitute a JB's Asset or a Casa Bonixx Xxxet, as the case may be, for all purposes hereunder and (ii) such delayed liability shall constitute an Assumed Liability for all purposes hereunder.
Delayed Transfers. To the extent that any Transferred Asset or Assumed Liability that would otherwise be assigned to, or assumed by, IGLLC at the Effective Time pursuant to Section 2.1 is not capable of being assigned or assumed without obtaining a Consent, which Consent has not been received on or prior to the Effective Time, any such Transferred Asset or Assumed Liability will be assigned or assumed on the date the requisite Consent is received and until such time, IGI shall be deemed to have assigned to IGLLC hereby the economic benefit received by IGI from and after the Effective Time with respect to the applicable rights and/or interests under such Transferred Assets and shall hold such Transferred Asset in trust for IGLLC, and IGLLC shall have been deemed to have assumed the economic detriment incurred by IGI from and after the Effective Time with respect to the Assumed Liabilities, except to the extent that any such deemed transfer or assumption itself requires a Consent, which Consent has not been received on or prior to the Effective Time; provided that in the event such Consent is not received prior to the first anniversary of this Agreement, such Transferred Asset or Assumed Liability shall not be assigned or assumed by IGLLC pursuant to the terms of this Agreement and shall be deemed not to be a Transferred Asset or an Assumed Liability.
Delayed Transfers. (a) Except as otherwise provided herein or in any Ancillary Agreement, to the extent that the transfer or assignment of any EHP Asset or EPC Asset, the assumption of any EHP Liability or EPC Liability, the Separation, or the Distribution requires any Consents, the Parties shall use their reasonable best efforts to obtain such Consents as soon as reasonably practicable; provided, however, that, except to the extent expressly provided in this Agreement or any of the Ancillary Agreements or as otherwise agreed between EPC and EHP, neither EPC nor EHP shall be obligated to contribute capital or pay any consideration in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person in order to obtain such Consents.
(b) If and to the extent that the valid, complete and perfected transfer or assignment to EHP or another EHP Group Member or designee of any EHP Assets or the assumption by EHP or another EHP Group Member or designee of any EHP Liabilities would be a violation of applicable Law or requires a Consent that has not been obtained as of or prior to the Effective Time, or has otherwise not been completed prior to the Effective Time, then, unless the Parties shall otherwise mutually agree, the transfer or assignment to EHP or the applicable EHP Group Member or designee of such EHP Assets or the assumption by EHP or the applicable EHP Group Member or designee of such EHP Liabilities shall be automatically deemed deferred and any such purported transfer, assignment or assumption shall be null and void until such time as all legal impediments are removed, such Consent is obtained and/or the conditions the absence or non-satisfaction of which caused the deferral are satisfied or validly waived, as applicable (any such EHP Asset, a “Delayed EHP Asset” and any such EHP Liability, a “Delayed EHP Liability”). Notwithstanding the foregoing, any Delayed EHP Assets or Delayed EHP Liabilities shall continue to constitute EHP Assets or EHP Liabilities, respectively, for all other purposes of this Agreement.
(c) Except as otherwise provided herein or in any Ancillary Agreement, from and after the Effective Time, EPC shall, and shall cause the other EPC Group Members or designees to, hold on behalf of and for the benefit of EHP or, where applicable, another EHP Group Member or designee, all Delayed EHP Assets, and to pay, perform and discharge fully all Delayed EHP Liabilities. At the request of EPC, EHP or the applicable EHP ...
Delayed Transfers. If, and to the extent that, the valid, complete and perfected transfer or assignment to the INSW Group or the OSG Group of any INSW Asset or any OSG Asset, respectively, or assumption by the INSW Group or the OSG Group of any INSW Liability or any OSG Liability, respectively, in each case contemplated hereby, would be a violation of applicable Law or require any Approvals or Notifications in connection with the Separation or the Distribution that has not been obtained or made by the Effective Time then, unless the Parties shall otherwise determine, the transfer or assignment to the applicable Group of such Assets or the assumption by the applicable Group of such Liabilities, as the case may be, shall be automatically deemed deferred and any such purported transfer, assignment or assumption shall be null and void until such time as all legal impediments are removed or such Approval or Notification has been obtained or made. Notwithstanding the foregoing, any such INSW Assets or INSW Liabilities shall continue to constitute INSW Assets and INSW Liabilities for all other purposes of this Agreement and any such OSG Assets or OSG Liabilities shall continue to constitute OSG Assets or OSG Liabilities for all other purposes of this Agreement.
Delayed Transfers. Notwithstanding any other provision of this Agreement, the following provisions shall apply in respect of a Forward Carve-Out of the Local Business of each Transitional Transacting Entity:
Delayed Transfers. Remittances in purchase of units of a Portfolio which are being held pending transfer by Northern as described in Section 1.01 will be deposited in an account or accounts in the name of State Street as custodian for a Portfolio (collectively, the “Purchase Account”).
(a) If all of the funds in the Purchase Account which are received by Northern by Federal Reserve wire in collected federal funds not later than 15 minutes before the Transfer Deadline are not transferred to State Street on the same day such funds are received by Northern, Northern shall be penalized and shall be liable to State Street as custodian for a Portfolio a penalty with respect to all or such portion of the funds that were not so transferred pending transfer of such funds to State Street. Such penalty shall be computed using the Federal Funds Rate Less Reserves (as defined in Section 7.07) applicable to each day of the period for which such penalty shall be payable as such Rate may change from day to day during such period (the “Penalty Amount”). Under the following circumstances Northern may be penalized and may be liable to State Street as custodian for a Portfolio with respect to certain other remittances (including remittances returned by State Street as described in Section 1.06): (1) In the event remittances in the aggregate amount of less than $10,000,000 are received by Northern by federal Reserve wire in collected federal funds during the period beginning 15 minutes before the Transfer Deadline and ending 15 minutes after the Transfer Deadline are not transferred to State Street on the same day such funds are received by Northern, Northern shall be penalized and shall be liable to State Street as custodian for a Portfolio for the Penalty Amount with respect to all or such portion of such aggregate amount that was not so transferred pending transfer of such funds to State Street; (2) In the event (a) remittances in the aggregate amount of $10,000,000 or more are received by Northern by Federal Reserve wire in collected federal funds later than 15 minutes before the Transfer Deadline, or (b) remittances in any amount are received by Northern by Federal Reserve wire in collected federal funds later than 15 minutes after the Transfer Deadline, Northern shall be required to use only its best efforts to transfer the funds to State Street, and any penalty for Northern’s failure to transfer such funds to State Street on the same day the funds are received by Northern shall be limited...
Delayed Transfers. (a) Promptly after the Closing Date, but in no event later than the six (6) month anniversary of the Closing Date, (i) Buyer shall purchase (or, subject to Section 13.05, cause Buyer’s designated Affiliate(s) to purchase) from Seller and Seller shall sell, convey, transfer, assign and deliver, or cause to be sold, conveyed, transferred, assigned and delivered to Buyer (or, subject to Section 13.05, Buyer’s designated Affiliate(s)) free and clear of all Liens other than Permitted Liens, all of Seller’s and its Affiliates’ right, title and interest in, to and under the Delayed Transfer Purchased Assets, (ii) Seller shall deliver or cause its Affiliates to deliver, as applicable, to Buyer such deeds, bills of sale, endorsements, assignments, duly endorsed certificates, stock powers and other good and sufficient instruments of conveyance and assignment as reasonably necessary or appropriate to vest in Buyer (or, subject to Section 13.05, its designated Affiliate) all right, title and interest in, to and under the Delayed Transfer Purchased Assets and (iii) Buyer shall, contemporaneously with the transfer of such Delayed Transfer Purchased Assets, assume (or cause to be assumed) all of the Delayed Transfer Assumed Liabilities. From and after the Closing Date, Seller shall, or cause its Affiliates to, hold and operate the Delayed Transfer Purchased Assets and the portion of the Business relating thereto on behalf of and for the sole benefit and detriment of Buyer. Unless otherwise agreed in writing (or unless Buyer has not given written notice prior to the six (6) month anniversary of the Closing Date, in which case the Delayed Transfer will take place on such anniversary), Buyer shall give Seller at least thirty (30) days’ prior written notice of any proposed Delayed Transfer.
(b) Subject to the next sentence, the operation and maintenance of the Delayed Transfer Purchased Assets and the Delayed Transfer Assumed Liabilities shall be funded by Seller. Buyer and Seller agree that, no later than fifteen (15) days following the end of each month, Buyer will reimburse Seller for direct expenses of the Business incurred by it in operating the Business in the Delayed Transfer Country as well as for allocations of costs to such portion of the Business by Seller that are consistent with the historical allocation of costs to such portion of the Business by Seller.
(c) Unless otherwise mutually agreed in writing by Buyer and Seller, Seller shall return to Buyer no later t...
